SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

     (Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005 or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                     to                    

     A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

The Banc Corporation 401(k) Plan

     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Superior Bancorp (f/k/a The Banc Corporation)
17 North Twentieth Street
Birmingham, Alabama 35203

 

 

The Banc Corporation 401(k) Plan
Table of Contents
December 31, 2005 and 2004

		Page
Report of Independent Registered Public Accounting Firm as of December 31, 2005 and 2004 and for the year ended December 31, 2005			1
Financial Statements
Statements of Net Assets Available for Plan Benefits			2
Statement of Changes in Net Assets Available for Plan Benefits			3
Notes to Financial Statements			4 - 7
Supplementary Information
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)			8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Participants and Administrator of The Banc Corporation 401(k) Plan

We have audited the accompanying statements of net assets available for plan benefits of The Banc Corporation 401(k) Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2005 and 2004, and the changes in its net assets available for plan benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2005, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Carr, Riggs & Ingram, LLC

Montgomery, Alabama
June 29, 2006

The Banc Corporation 401(k) Plan

Statements of Net Assets Available for Plan Benefits

December 31,		2005				2004
Assets
Investments, at fair value		$	6,044,682			$	5,423,087
Employer contributions receivable			18,521				287,787
Employee contributions receivable			32,322				—
Net assets available for Plan benefits		$	6,095,525			$	5,710,874

See accompanying notes to financial statements

The Banc Corporation 401(k) Plan

Statement of Changes in Net Assets Available for Plan Benefits

Year ended December 31,		2005
Additions
Net appreciation in fair value of investments		$	405,394
Company contributions			544,089
Participant contributions			970,648
Dividends			232,170
Interest			3,202
Transfer-in / rollovers			141,939
			2,297,442
Deductions
Benefits paid to participants			(1,894,487	)
Administrative expenses			(18,304	)
			(1,912,791	)
Net increase			384,651
Net assets available for Plan benefits at beginning of year			5,710,874
Net assets available for Plan benefits at end of year		$	6,095,525

See accompanying notes to financial statements

The Banc Corporation 401(k) Plan

Notes to Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of The Banc Corporation 401(k) Plan (the Plan) have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The Banc Corporation’s (the Company’s) common stock was traded on the Nasdaq Stock Market under the trading symbol “TBNC” (see Note 7) and investments in the Company’s stock were valued using the closing price on the last business day of the plan year. Cash and cash equivalents are stated at fair value, which is approximated by cost. Investments in the mutual fund investments are stated at fair value based on participation units owned by the Plan. Fair values of the participation units owned by the Plan in the mutual fund investments are based on quoted redemption values on the last business day of the Plan year as determined by FAS Corp (the Custodian). Participant loans are valued at their outstanding balance, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

NOTE 2 – DESCRIPTION OF PLAN

The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan, which covers employees of the Company who have attained age 21 and are employed as of the enrollment dates of either January 1^st or July 1^st of each year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Contributions

Each year, participants may contribute up to 100% of pretax annual compensation, as defined in the Plan, subject to Internal Revenue limits. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.

The Banc Corporation 401(k) Plan

Notes to Financial Statements

NOTE 2 – DESCRIPTION OF PLAN (CONTINUED)

Contributions (continued)

Effective January 1, 2005, the Plan became a safe harbor plan under the Internal Revenue Code regulations. Under the new plan description, the employer matching contribution is equal to 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. The Company contributed $544,089 to the Plan in 2005.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. There is immediate vesting of the employer matching contributions made after January 1, 2005. Prior to 2005, vesting in the Company contribution portion of their accounts plus actual earnings thereon was based on years of continuous service. A participant was 100 percent vested after five years of credited service.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce the Company’s discretionary matching contributions in accordance with the Plan agreement. During 2005, no forfeitures were used to reduce the Company’s discretionary matching contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participant Loans

Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years unless the loan is for the purchase of a primary residence. In such case, the term of the loan shall be determined by the Company based on maturity dates for similar loans in the local area. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably through monthly payroll deductions.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

The Banc Corporation 401(k) Plan

Notes to Financial Statements

NOTE 2 – DESCRIPTION OF PLAN (CONTINUED)

Payment of Benefits

Upon termination of service, death, disability, or retirement, a participant may receive a lump-sum amount equal to the vested value of his or her account, or periodic equal installments for a period not to exceed the joint and last survivor life expectancy of the participant and the participant’s beneficiary or an annuity.

Administrative Expenses

The Company pays all administrative expenses, other than custodial fees, on behalf of the Plan. Custodial fees are paid by the Plan.

NOTE 3 – PARTIES-IN-INTEREST TRANSACTIONS

On December 17, 2005 FAS Corp became the custodian and record keeper for the plan’s investments. Previously, State Street Bank and Trust Company was the custodian and Federated Retirement Services was the record keeper. Certain plan investments are units of mutual fund investments managed by Federated Retirement Services (Federated). One of the investment vehicles in the Plan is The Banc Corporation (now Superior Bancorp - see Note 7) common stock. The Company pays for all legal, accounting, and other services on behalf of the Plan.

NOTE 4 – INCOME TAX STATUS

The Internal Revenue Service (“IRS”) has determined and informed Federated by a letter dated November 19, 2001, that the prototype 401(k) plan used by the Plan is designed in accordance with the applicable requirements of the Internal Revenue Code. The Plan Administrator and the Plan’s Tax Counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

NOTE 5 – INVESTMENTS

During 2005, the Plan’s investments (including investments bought and sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:

December 31,		2005
The Banc Corporation common stock		$	429,222
Mutual fund investments			(23,828	)
		$	405,394

The Banc Corporation 401(k) Plan

Notes to Financial Statements

NOTE 5 – INVESTMENTS (CONTINUED)

The fair value of individual investments that represent 5% or more of the Plan’s net assets is as follows:

December 31,		2005				2004
Federated Capital Preservation		$	1,383,294			$	1,433,105
Federated Total Return Bond			952,432				1,342,849
The Banc Corporation common stock			1,851,456				1,028,978
Baron Growth Fund			350,876				229,409

NOTE 6 – RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

NOTE 7 – SUBSEQUENT EVENTS

On May 1, 2006, Sterne Agee and Leach Group, Inc. became the custodian for the plan’s investments. FAS Corp remained as the record keeper.

On May 18, 2006, The Banc Corporation changed its corporate name to Superior Bancorp, and its common stock began trading under the NASDAQ symbol SUPR on May 19, 2006.

The Banc Corporation 401(k) Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Plan Sponsor EIN: 63-1201350
Plan Number 001

(a)		( b )		( c )		( d )		( e )
		Identity of issue,
		borrower, lessor,
		or similar party		Description of investment		Cost		Current value
*		The Banc Corporation		The Banc Corporation Common Stock		Omitted cost with respect to participant directed transactions under an individual account plan		$	1,851,456
*		Federated		Federated Conservative Fund					16,998
*		Federated		Federated Moderate Allocation Fund					36,750
*		Federated		Federated Capital Preservation					1,383,294
*		Federated		Federated GNMA Trust					47,458
*		Federated		Federated Total Return Bond					952,432
*		American Century		American Century Equity Income Advisor Class					104,850
*		Baron Funds		Baron Funds Growth Fund					350,876
*		Constellation Funds		Constellation Funds Small Cap Value					205,276
*		Federated		Federated Group Stock Trust					88,280
*		Federated		Federated Kaufmann Fund					145,022
*		Federated		Federated Capital Appreciation Fund					295,196
*		Federated		Federated Mid-Cap Index Fund					208,794
*		Federated		Federated Max-Cap Index Fund					73,244
*		Janus		Janus Advisor Capital Appreciation Fund					79,908
*		Federated		Federated International Equity Fund					62,321
*		Federated		Federated International Small Company Fund					77,062
*		Participant Loans		Interest rates ranging from 5% to 6%					65,522
*		FAS Corp		Cash					(57	)
								$	6,044,682

See report of independent registered public accounting firm

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of The Banc Corporation 401(k) Plan has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE BANC CORPORATION 401(K) PLAN
		By		/s/ Ellen Casey                       Ellen Casey
				Administrator
Dated: June 29, 2006

EXHIBIT INDEX

Exhibit No.		Exhibit
23-1		Consent of Carr, Riggs & Ingram, LLC